UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
McNeil Real Estate Fund XXIV, L.P.
(Name of Issuer)
Limited Partnership Units
(Title of Class of Securities)
582568 87 9
(CUSIP Number)
Keith L. Schaitkin, Esq.
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street, 20th Floor
New York, New York 10036
(212) 626-0800
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 7, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or
(4), check the following box //.
Check the following box if a fee is being paid with the statement
//. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
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List of Exhibits is on Page
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AMENDMENT NO. 1 TO SCHEDULE 13D
The undersigned hereby amends the Schedule 13D filed with the
Securities and Exchange Commission on November 13, 1995 (the
"Initial Filing"). Unless otherwise indicated, capitalized terms
shall have the meanings set forth in the Initial Filing.
This statements hereby amends the Items identified below, or
the particular paragraphs of such items which are identified below.
Item 7. Material to be Filed as Exhibits
The Press Release filed as Exhibit 38 to the Initial Filing
was a draft that was filed inadvertently and was not released.
that document is hereby deleted and replaced in its entirety by the
Press Release dated November 7, 1995 which is attached hereto as
Exhibit 42.
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statements
is true, complete and correct.
Dated: November 15, 1995
HIGH RIVER LIMITED PARTNERSHIP
By: Riverdale Investors Corp., Inc.
Title: General Partner
By: /s/ Edward Mattner
Edward Mattner
Title: President
RIVERDALE INVESTORS CORP, INC.
By: /s/ Edward Mattner
Edward Mattner
Title: President
UNICORN ASSOCIATE CORPORATION
By: /s/ Edward Mattner
Edward Mattner
Title: President
/s/ Theodore Altman
Carl C. Icahn
By: Theodore Altman as
Attorney-in-fact
[Signature Page for Amendment No. 1 to
McNeil Real Estate Fund XXIV, L.P. Schedule 13D]
EXHIBIT INDEX
Page Number
___________
Exhibit 42 Press Release dated November 7, 1995
FOR IMMEDIATE RELEASE Contact: Tina Simms
(212) 921-3355
HIGH RIVER SUES McNEIL
New York, New York, November 7, 1995 -- High River
Limited Partnership ("High River"), announced today that it is
filing a complaint in federal court in New York against Robert
McNeil and certain of his affiliates.
The complaint contains claims for waste and
mismanagement and alleges that McNeil Partners, the purported
general partner of various partnerships, was not properly
admitted as a general partner of certain of those
partnerships, but rather "took control of the
partnerships...greatly increased his compensation ...and
purported to insulate himself from liability for misconduct as
a general partner" in violation of applicable law. The
complaint seeks, among other things, an accounting of fees
paid to McNeil Partners and its affiliates and the return of
fees paid to such persons dating back to 1991.
The complaint seeks to compel the McNeils to
complete the administrative steps necessary to transfer to
High River units of limited partnership interest in each of
McNeil Pacific Investors Fund 1972, McNeil Real Estate Fund V,
Ltd., McNeil Real Estate Fund IX, Ltd., McNeil Real Estate
Fund X, Ltd., McNeil Real Estate Fund XI, Ltd., McNeil Real
Estate Fund XIV, Ltd., McNeil Real Estate Fund XV, Ltd.,
McNeil Real Estate Fund XX, L.P., McNeil Real Estate Fund
XXIV, L.P. and McNeil Real Estate Fund XXV, L.P.,
(collectively, the "Partnerships") which were tendered to High
River pursuant to its tender offers for such units.
